* Glencore's revised proposal is materially unchanged and still not in best interest of Teck
* Board recommends shareholders vote FOR separation and dual class amendment
Consistent with its fiduciary duties and in consultation with its financial and legal advisors, Teck's Board of Directors (the "Board") conducted a detailed review and assessment of the revised unsolicited proposal and, on the recommendation of the independent Special Committee of the Board, determined that the revised proposal is not in the best interests of Teck or its shareholders. The Teck Board and management team remain fully confident that Teck's planned separation creates a greater spectrum of value enhancing opportunities for both
"Glencore has made two opportunistic and unrealistic proposals that would transfer significant value to Glencore at the expense of Teck shareholders," said
"Glencore recognizes that post-separation it would be exposed to significantly greater competition from other parties, which is why it is trying to frustrate Teck's separation process," said
"Now, pre-separation, is not the time to explore a transaction of this nature," said Dr.
In reaching the decision to reject Glencore's revised proposal, Teck's independent Special Committee and Board identified key factors, including:
*Destruction of value:
-Eliminates the ability of Teck to explore a greater spectrum of opportunities to maximize value post separation, with the benefit of greater competition from a wider range of potential parties.
-Removes Teck shareholders' choice to remain invested in a leading, pure-play steelmaking coal business.
*Does not address material risks:
-Exposes shareholders to significant jurisdictional risk.
-Contaminates metals with one of the world's largest oil trading businesses.
*Poor ESG track record and unresolved investigations.
-Significant execution risks and uncertainty:
-Regulatory uncertainty that could take up to 24 months to resolve, if at all during which time the value of the transaction to Teck shareholders would be at significant risk to factors beyond Teck's control.
-Value uncertainty of Glencore's stock during this protracted regulatory period.
-No clear plan by Glencore to exit coal; Teck shareholders could remain exposed to thermal coal for an uncertain period of time.
*No increase in value: The revised proposal does not increase the overall total value to Teck shareholders.
In contrast, Teck's pending separation provides shareholders with a greater set of options to maximize value. The separation minimizes execution risk, provides a path to fulfill the full potential of
Teck's Board of Directors continues to unanimously recommend that shareholders approve the previously announced reorganization of Teck's business and proposal to introduce a six-year sunset for the multiple voting rights attached to the Class A common shares of Teck, among other items of business, at the annual and special meeting of shareholders on
Teck communicated its response to Glencore in a letter dated today.
To view the management proxy circular providing more information on these proposals click here. For instructions on voting for Teck shareholders, go to www.teckagsm.com.
Advisors
About Teck
As one of
Forward-Looking Statements
This news release contains certain information which constitutes "forward-looking statements" and "forward-looking information" within the meaning of applicable Canadian securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to: statements regarding Teck's planned separation transaction, including the timing thereof, and Teck's expectations regarding the impacts of any such transaction in terms of creating value for shareholders; statements related to anticipated risks of Glencore's proposal, including with respect to execution, timing and exposure to thermal coal and oil trading, and Teck's assessment thereof as compared to its own planned separation transaction; statements related to the opportunity for future transactions involving
The forward-looking statements contained herein are made as of the date of this release and, other than as required by applicable securities laws, Teck does not assume any obligation to update or revise them to reflect new events or circumstances. The forward-looking statements contained in this release are expressly qualified by this cautionary statement.
Investor Contact:
Senior Vice President, Investor Relations & Strategic Analysis
604.699.4621
fraser.phillips@teck.com
Media Contact:
Public Relations Manager
604.699.4368
chris.stannell@teck.com
23-30-TR
.
(C) 2023 M2 COMMUNICATIONS, source